EXHIBIT 4.7
SECOND AMENDMENT TO
WARRANT AGREEMENT
THIS SECOND AMENDMENT (the "Amendment") is entered into as of this __
day of December, 2001 by and between NuWay Energy, Inc. (formerly Latin American
Casinos, Inc.), a Delaware corporation (the "Company"), and American Stock
Transfer and Trust Company, as warrant agent (the "Warrant Agent").
RECITALS
WHEREAS, the Company and the Warrant Agent have previously entered into
a warrant agreement (the "Warrant Agreement") dated as of December 1991 pursuant
to which the Warrant Agent agreed to act as the Company's agent with respect to
the issuance, transfer, exchange and redemption of 1,875,000 common stock
purchase warrants (the "Warrants") sold by the Company in its initial public
offering in December 1991;
WHEREAS, the Warrant Agreement was amended in August 1999 via written
agreement between the Company and the Transfer Agent; and
WHEREAS, the Board of Directors of the Company voted to extend the
Warrant Expiration Date as defined in the Warrant Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Capitalized Terms. Capitalized terms used herein but not
defined in this Amendment shall have the meaning as set forth in the Warrant
Agreement.
2. Definitions. Section 1 of the Warrant Agreement shall be
amended by replacing the existing definition of "Warrant Expiration Date" with
the following:
"Warrant Expiration Date" shall mean 5:00 P.M. (New York time) on
December 11, 2002, or the Redemption Date as defined in Section 8,
whichever is earlier; provided that if such date shall in the State of
New York be a holiday or a day on which banks are authorized or required
to close, then 5:00 P.M. (New York time) on the next following day which
in the State of New York is not a holiday or a day on which banks are
authorized or required to close. Upon notice to all warrant holders, the
Company shall have the right to extend the warrant expiration date.
3. No Other Amendments. Except as amended hereby, all other
provisions of the Warrant Agreement shall remain unmodified and in full force
and effect.
4. Acknowledgement. The Warrant Agent acknowledges that the
Registered Holders who have consented to this Amendment are in fact Registered
Holders of such number of Warrants as set forth in their respective consent
forms according to the records of the Warrant Agent.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Amendment effective as of the date set forth above.
NUWAY ENERGY, INC. AMERICAN STOCK TRANSFER
AND TRUST COMPANY
By:
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Xxxx Xxxxxxx, President Name:
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Title:
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